JPMorgan $1.598M Auto‑Callable Notes Linked to GLD/SLV

JPMorgan Chase Financial Company LLC priced $1,598,000 of Auto Callable Dual Directional Buffered Equity Notes linked to the lesser performing of the SPDR® Gold Trust (GLD) and the iShares® Silver Trust (SLV).

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC priced $1,598,000 of Auto Callable Dual Directional Buffered Equity Notes linked to the lesser performing of the SPDR® Gold Trust (GLD) and the iShares® Silver Trust (SLV). The notes priced on February 27, 2026 and are expected to settle on or about March 4, 2026.

The notes may be automatically called if, on the Review Date of March 5, 2027, the closing price of one share of each Fund is at or above its Call Value (100% of Initial Value). If called, holders receive $1,000 plus a $470.00 Call Premium per $1,000. If not called, maturity is March 2, 2028 with a 15.00% Buffer Amount; holders can lose up to 85.00% of principal. Initial Values were $483.75 (GLD) and $84.99 (SLV); the estimated value at pricing was $945.80 per $1,000 note.

Insights

Structured Products Strategist

Balance of capped upside, early‑call risk and downside buffer defined by a 15% floor.

The notes pay no interest and offer a 15.00% downside Buffer and an automatic call feature on March 5, 2027. If called, investors receive principal plus a $470 premium; if not, payoff depends on the lesser performing Fund's return at maturity on March 2, 2028.

Secondary market liquidity and secondary prices are likely below original issue price; the pricing supplement states an estimated value of $945.80 per $1,000 at pricing. Holder outcomes depend on Fund-specific performance and holder decisions to hold or seek secondary sales.

Tax & Legal Counsel

Tax treatment is complex; counsel treats notes as open transactions but Section 1260 risks exist.

Special tax counsel opines it is reasonable to treat the notes as "open transactions" not debt for U.S. federal income tax purposes; gains may be long‑term capital if held > one year. The filing warns constructive ownership rules under Section 1260 could recharacterize gains as ordinary income and impose a notional interest charge.

Investors should consult tax advisers because Treasury/IRS guidance on similar instruments may change and affect timing and character of income, possibly with retroactive effect.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of the AMJB notes?

The offering totals $1,598,000 and priced on February 27, 2026. Settlement is expected on or about March 4, 2026. The Review Date is March 5, 2027 and final maturity is March 2, 2028.

How does the automatic call work for the AMJB structured notes?

If the closing price of one share of each Fund is ≥ its Call Value on March 5, 2027, the notes will be called and pay $1,000 plus a $470 Call Premium per $1,000 on the Call Settlement Date.

What principal protection or downside buffer exists for AMJB notes?

The notes include a 15.00% Buffer Amount. If the lesser performing Fund falls by more than 15.00%, holders lose 1% for each 1% below that buffer, up to an 85.00% loss of principal.

What were the Initial Values of GLD and SLV used at pricing?

The Pricing Date Initial Value for the SPDR® Gold Trust was $483.75 and for the iShares® Silver Trust was $84.99, as stated in the pricing supplement.

What estimated value did JPMorgan disclose for these notes?

JPMorgan disclosed an estimated value of $945.80 per $1,000 principal amount note when the terms were set, reflecting internal funding and derivative pricing inputs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/03/2026 - 04:03 PM Learn about SEC filing dates

February 27, 2026 Registration Statement Nos. 333-270004 and 333-270004-01; Rule 424(b)(2)
Pricing supplement to product supplement no. 4-I dated April 13, 2023, underlying supplement no. 1-I dated April 13, 2023, the prospectus and
prospectus supplement, each dated April 13, 2023, and the prospectus addendum dated June 3, 2024
JPMorgan Chase Financial Company LLC
Structured Investments
$1,598,000
Auto Callable Dual Directional Buffered Equity Notes
Linked to the Lesser Performing of the SPDR® Gold Trust
and the iShares® Silver Trust due March 2, 2028
Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.
• The notes are designed for investors who seek early exit prior to maturity at a premium if, on the Review Date, the
closing price of one share of each of the SPDR® Gold Trust and the iShares® Silver Trust, which we refer to as the
Funds, is at or above its Call Value.
• The date on which an automatic call may be initiated is March 5, 2027.
• The notes are also designed for investors who seek an unleveraged exposure to any appreciation, or a capped,
unleveraged return equal to the absolute value of any depreciation (up to the Buffer Amount of 15.00%), of the lesser
performing of the Funds at maturity, if the notes have not been automatically called.
• Investors should be willing to forgo interest payments and be willing to lose up to 85.00% of their principal amount at
maturity.
• The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer to
as JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co. Any
payment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit
risk of JPMorgan Chase & Co., as guarantor of the notes.
• Payments on the notes are not linked to a basket composed of the Funds. Payments on the notes are linked to the
performance of each of the Funds individually, as described below.
• Minimum denominations of $1,000 and integral multiples thereof
• The notes priced on February 27, 2026 and are expected to settle on or about March 4, 2026.
• CUSIP: 46660JWW8
Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanying
prospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11
of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing
supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
underlying supplement, prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a
criminal offense.
Price to Public (1)
Fees and Commissions (2)
Proceeds to Issuer
Per note
$1,000
—
$1,000
Total
$1,598,000
—
$1,598,000
(1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of the
notes.
(2) All sales of the notes will be made to certain fee-based advisory accounts for which an affiliated or unaffiliated broker-dealer is an
investment adviser. These broker-dealers will forgo any commissions related to these sales. See “Plan of Distribution (Conflicts of
Interest)” in the accompanying product supplement.
The estimated value of the notes, when the terms of the notes were set, was $945.80 per $1,000 principal amount note.
See “The Estimated Value of the Notes” in this pricing supplement for additional information.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency
and are not obligations of, or guaranteed by, a bank.

PS-1 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
Key Terms
Issuer: JPMorgan Chase Financial Company LLC, a direct,
wholly owned finance subsidiary of JPMorgan Chase & Co.
Guarantor: JPMorgan Chase & Co.
Funds: The SPDR® Gold Trust (Bloomberg ticker: GLD) and the
iShares® Silver Trust (Bloomberg ticker: SLV)
Call Premium Amount: $470.00 per $1,000 principal amount
note
Call Value: With respect to each Fund, 100.00% of its Initial
Value
Buffer Amount: 15.00%
Pricing Date: February 27, 2026
Original Issue Date (Settlement Date): On or about March 4,
2026
Review Date*: March 5, 2027
Call Settlement Date*: March 10, 2027
Observation Date*: February 28, 2028
Maturity Date*: March 2, 2028
* Subject to postponement in the event of a market disruption event and
as described under “General Terms of Notes — Postponement of a
Determination Date — Notes Linked to Multiple Underlyings” and “General
Terms of Notes — Postponement of a Payment Date” in the
accompanying product supplement
Automatic Call:
If the closing price of one share of each Fund on the Review Date
is greater than or equal to its Call Value, the notes will be
automatically called for a cash payment, for each $1,000 principal
amount note, equal to (a) $1,000 plus (b) the Call Premium
Amount, payable on the Call Settlement Date. No further
payments will be made on the notes.
If the notes are automatically called, you will not benefit from the
feature that provides you with a return at maturity equal to the
Lesser Performing Fund Return if the Final Value of each Fund is
greater than its Initial Value or the absolute return feature that
applies to the payment at maturity if the Final Value of at least one
Fund is less than or equal to its Initial Value but the Final Value of
each Fund is not less than its Initial Value by more than the Buffer
Amount. Because these features do not apply to the payment
upon an automatic call, the payment upon an automatic call may
be significantly less than the payment at maturity for the same level
of change in the Lesser Performing Fund.
Payment at Maturity:
If the notes have not been automatically called and the Final Value
of each Fund is greater than its Initial Value, your payment at
maturity per $1,000 principal amount note will be calculated as
follows:
$1,000 + ($1,000 × Lesser Performing Fund Return)
If the notes have not been automatically called and (i) the Final
Value of one Fund is greater than its Initial Value and the Final
Value of the other Fund is equal to its Initial Value or is less than its
Initial Value by up to the Buffer Amount or (ii) the Final Value of
each Fund is equal to its Initial Value or is less than its Initial Value
by up to the Buffer Amount, your payment at maturity per $1,000
principal amount note will be calculated as follows:
$1,000 + ($1,000 × Absolute Fund Return of the Lesser Performing
Fund)
This payout formula results in an effective cap of 15.00% on your
return at maturity if the Lesser Performing Fund Return is negative.
Under these limited circumstances, your maximum payment at
maturity is $1,150.00 per $1,000 principal amount note.
If the notes have not been automatically called and the Final Value
of either Fund is less than its Initial Value by more than the Buffer
Amount, your payment at maturity per $1,000 principal amount
note will be calculated as follows:
$1,000 + [$1,000 × (Lesser Performing Fund Return + Buffer
Amount)]
If the notes have not been automatically called and the Final Value
of either Fund is less than its Initial Value by more than the Buffer
Amount, you will lose some or most of your principal amount at
maturity.
Absolute Fund Return: With respect to each Fund, the absolute
value of its Fund Return. For example, if the Fund Return of an
Fund is -5%, its Absolute Fund Return will equal 5%.
Lesser Performing Fund: The Fund with the Lesser Performing
Fund Return
Lesser Performing Fund Return: The lower of the Fund Returns
of the Funds
Fund Return: With respect to each Fund,
(Final Value – Initial Value)
Initial Value
Initial Value: With respect to each Fund, the closing price of one
share of that Fund on the Pricing Date, which was $483.75 for the
SPDR® Gold Trust and $84.99 for the iShares® Silver Trust
Final Value: With respect to each Fund, the closing price of one
share of that Fund on the Observation Date
Share Adjustment Factor: With respect to each Fund, the Share
Adjustment Factor is referenced in determining the closing price of
one share of that Fund and is set equal to 1.0 on the Pricing Date.
The Share Adjustment Factor of each Fund is subject to
adjustment upon the occurrence of certain events affecting that
Fund. See “The Underlyings — Funds — Anti-Dilution
Adjustments” in the accompanying product supplement for further
information.

PS-2 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
Supplemental Terms of the Notes
The notes are not commodity futures contracts or swaps and are not regulated under the Commodity Exchange Act of 1936,
as amended (the “Commodity Exchange Act”). The notes are offered pursuant to an exemption from regulation under the
Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more
payments indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are
not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures
Trading Commission.
Any values of the Funds, and any values derived therefrom, included in this pricing supplement may be corrected, in the event of
manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Notwithstanding
anything to the contrary in the indenture governing the notes, that amendment will become effective without consent of the holders of
the notes or any other party.
Hypothetical Payout Profile
Payment upon an Automatic Call
Payment at Maturity If the Notes Have Not Been Automatically Called
The notes will be automatically called on the Call Settlement Date and you will receive (a)
$1,000 plus (b) the Call Premium Amount.
No further payments will be made on the notes.
Compare the closing price of one share of each Fund to its Call Value on the Review Date.
Review Date
Automatic Call
The closing price of one
share of each Fund is
greater than or equal to
its Call Value.
The closing price of one
share of either Fund is
less than its Call Value.
Call
Value
The notes will not be automatically called. Proceed to the Observation Date.
No Automatic Call
Review Date
You will receive:
$1,000 + ($1,000 ×Lesser Performing
Fund Return)
The notes have not
been automatically
called. Proceed to the
payment at maturity.
Observation Date Payment at Maturity
The Final Value of each Fund is greater than its Initial
Value.
You will receive:
$1,000 + [$1,000 ×(Lesser Performing
Fund Return + Buffer Amount)]
Under these circumstances, you will
lose some or most of your principal
amount at maturity.
(i) The Final Value of one Fund is greater than its
Initial Value and the Final Value of the other Fund is
equal to its Initial Value or is less than its Initial Value
by up to the Buffer Amount or (ii) the Final Value of
each Fund is equal to its Initial Value or is less than
its Initial Value by up to the Buffer Amount.
The Final Value of either Fund is less than its Initial
Value by more than the Buffer Amount.
You will receive:
$1,000 + ($1,000 x Absolute Fund
Return of the Lesser Performing Fund)

PS-3 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
Call Premium Amount
The Call Premium Amount per $1,000 principal amount note if the notes are automatically called is $470.00.
Payment at Maturity If the Notes Have Not Been Automatically Called
The following table illustrates the hypothetical total return and payment at maturity on the notes linked to two hypothetical Funds if the
notes have not been automatically called. The “total return” as used in this pricing supplement is the number, expressed as a
percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total
returns and payments set forth below assume the following:
• the notes have not been automatically called;
• an Initial Value for the Lesser Performing Fund of $100.00; and
• a Buffer Amount of 15.00%.
The hypothetical Initial Value of the Lesser Performing Fund of $100.00 has been chosen for illustrative purposes only and does not
represent the actual Initial Value of either Fund. The actual Initial Value of each Fund is the closing price of one share of that Fund on
the Pricing Date and is specified under “Key Terms — Initial Value” in this pricing supplement. For historical data regarding the actual
closing prices of one share of each Fund, please see the historical information set forth under “The Funds” in this pricing supplement.
Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be the
actual total return or payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following table have
been rounded for ease of analysis.
Final Value of the Lesser
Performing Fund
Lesser Performing Fund Return
Absolute Fund Return of
the Lesser Performing
Fund
Total Return on the
Notes
Payment at Maturity
$165.00
65.00%
N/A
65.00%
$1,650.00
$150.00
50.00%
N/A
50.00%
$1,500.00
$140.00
40.00%
N/A
40.00%
$1,400.00
$130.00
30.00%
N/A
30.00%
$1,300.00
$120.00
20.00%
N/A
20.00%
$1,200.00
$110.00
10.00%
N/A
10.00%
$1,100.00
$105.00
5.00%
N/A
5.00%
$1,050.00
$101.00
1.00%
N/A
1.00%
$1,010.00
$100.00
0.00%
0.00%
0.00%
$1,000.00
$95.00
-5.00%
5.00%
5.00%
$1,050.00
$90.00
-10.00%
10.00%
10.00%
$1,100.00
$85.00
-15.00%
15.00%
15.00%
$1,150.00
$80.00
-20.00%
N/A
-5.00%
$950.00
$70.00
-30.00%
N/A
-15.00%
$850.00
$60.00
-40.00%
N/A
-25.00%
$750.00
$50.00
-50.00%
N/A
-35.00%
$650.00
$40.00
-60.00%
N/A
-45.00%
$550.00
$30.00
-70.00%
N/A
-55.00%
$450.00
$20.00
-80.00%
N/A
-65.00%
$350.00
$10.00
-90.00%
N/A
-75.00%
$250.00
$0.00
-100.00%
N/A
-85.00%
$150.00

PS-4 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
How the Notes Work
Upside Scenario If Automatic Call:
If the closing price of one share of each Fund on the Review Date is greater than or equal to its Call Value, the notes will be
automatically called and investors will receive on the Call Settlement Date the $1,000 principal amount plus the Call Premium Amount
of $470.00. No further payments will be made on the notes.
• If the closing price of one share of the lesser performing of the Funds increases 50.00% as of the Review Date, the notes will be
automatically called and investors will receive a return equal to 47.00%, or $1,470.00 per $1,000 principal amount note.
Lesser Performing Fund Appreciation Upside Scenario If No Automatic Call:
If the notes have not been automatically called and the Final Value of each Fund is greater than its Initial Value, investors will receive at
maturity the $1,000 principal amount plus a return equal to the Lesser Performing Fund Return.
• If the notes have not been automatically called and the closing price of one share of the Lesser Performing Fund increases 5.00%,
investors will receive at maturity a return equal to 5.00%, or $1,050.00 per $1,000 principal amount note.
Lesser Performing Fund Par or Fund Depreciation Upside Scenario If No Automatic Call:
If the notes have not been automatically called and (i) the Final Value of one Fund is greater than its Initial Value and the Final Value of
the other Fund is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount of 15.00% or (ii) the Final Value of
each Fund is equal to its Initial Value or is less than its Initial Value by up to the Buffer Amount of 15.00%, investors will receive at
maturity the $1,000 principal amount plus a return equal to the Absolute Fund Return of the Lesser Performing Fund.
• For example, if the closing price of one share of the Lesser Performing Fund declines 10.00%, investors will receive at maturity a
return equal to 10.00%, or $1,100.00 per $1,000 principal amount note.
Downside Scenario:
If the notes have not been automatically called and the Final Value of either Fund is less than its Initial Value by more than the Buffer
Amount of 15.00%, investors will lose 1% of the principal amount of their notes for every 1% that the Final Value of the Lesser
Performing Fund is less than its Initial Value by more than the Buffer Amount.
• For example, if the notes have not been automatically called and the closing price of one share of the Lesser Performing Fund
declines 60.00%, investors will lose 45.00% of their principal amount and receive only $550.00 per $1,000 principal amount note at
maturity, calculated as follows:
$1,000 + [$1,000 × (-60.00% + 15.00%)] = $550.00
The hypothetical returns and hypothetical payments on the notes shown above apply only if you hold the notes for their entire term
or until automatically called. These hypotheticals do not reflect the fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical returns and hypothetical payments shown above would
likely be lower.
Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the “Risk Factors” sections of the
accompanying prospectus supplement and product supplement and in Annex A to the accompanying prospectus addendum.
Risks Relating to the Notes Generally
• YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The notes do not guarantee any return of principal. If the notes have not been automatically called and the Final Value of either
Fund is less than its Initial Value by more than 15.00%, you will lose 1% of the principal amount of your notes for every 1% that the
Final Value of the Lesser Performing Fund is less than its Initial Value by more than 15.00%. Accordingly, under these
circumstances, you will lose up to 85.00% of your principal amount at maturity.
• YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED BY THE BUFFER AMOUNT IF THE LESSER PERFORMING FUND
RETURN IS NEGATIVE AND THE NOTES HAVE NOT BEEN AUTOMATICALLY CALLED —
Assuming the notes have not been automatically called, because the payment at maturity will not reflect the Absolute Fund Return
of the Lesser Performing Fund if the Final Value of the Lesser Performing Fund is less than its Initial Value by more than the Buffer
Amount, the Buffer Amount is effectively a cap on your return at maturity if the Lesser Performing Fund Return is negative.

PS-5 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
Assuming the notes have not been automatically called, the maximum payment at maturity if the Lesser Performing Fund Return is
negative is $1,150.00 per $1,000 principal amount note.
• CREDIT RISKS OF JPMORGAN FINANCIAL AND JPMORGAN CHASE & CO. —
Investors are dependent on our and JPMorgan Chase & Co.’s ability to pay all amounts due on the notes. Any actual or potential
change in our or JPMorgan Chase & Co.’s creditworthiness or credit spreads, as determined by the market for taking that credit
risk, is likely to adversely affect the value of the notes. If we and JPMorgan Chase & Co. were to default on our payment
obligations, you may not receive any amounts owed to you under the notes and you could lose your entire investment.
• AS A FINANCE SUBSIDIARY, JPMORGAN FINANCIAL HAS NO INDEPENDENT OPERATIONS AND HAS LIMITED ASSETS
—
As a finance subsidiary of JPMorgan Chase & Co., we have no independent operations beyond the issuance and administration of
our securities and the collection of intercompany obligations. Aside from the initial capital contribution from JPMorgan Chase &
Co., substantially all of our assets relate to obligations of JPMorgan Chase & Co. to make payments under loans made by us to
JPMorgan Chase & Co. or under other intercompany agreements. As a result, we are dependent upon payments from JPMorgan
Chase & Co. to meet our obligations under the notes. We are not a key operating subsidiary of JPMorgan Chase & Co. and in a
bankruptcy or resolution of JPMorgan Chase & Co. we are not expected to have sufficient resources to meet our obligations in
respect of the notes as they come due. If JPMorgan Chase & Co. does not make payments to us and we are unable to make
payments on the notes, you may have to seek payment under the related guarantee by JPMorgan Chase & Co., and that
guarantee will rank pari passu with all other unsecured and unsubordinated obligations of JPMorgan Chase & Co. For more
information, see the accompanying prospectus addendum.
• IF THE NOTES ARE AUTOMATICALLY CALLED, THE APPRECIATION POTENTIAL OF THE NOTES IS LIMITED TO THE
CALL PREMIUM AMOUNT PAID ON THE NOTES,
regardless of any appreciation of either Fund, which may be significant. In addition, if the notes are automatically called, you will
not benefit from the feature that provides you with a return at maturity equal to the Lesser Performing Fund Return if the Final
Value of each Fund is greater than its Initial Value or the absolute return feature that applies to the payment at maturity if the Final
Value of at least one Fund is less than or equal to its Initial Value but the Final Value of each Fund is not less than its Initial Value
by more than the Buffer Amount. Because these features do not apply to the payment upon an automatic call, the payment upon
an automatic call may be significantly less than the payment at maturity for the same level of change in the Lesser Performing
Fund.
• YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE PRICE OF ONE SHARE OF EACH FUND —
Payments on the notes are not linked to a basket composed of the Funds and are contingent upon the performance of each
individual Fund. Poor performance by either of the Funds over the term of the notes may result in the notes not being
automatically called on the Review Date, may negatively affect your payment at maturity and will not be offset or mitigated by
positive performance by the other Fund.
• YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE LESSER PERFORMING FUND.
• THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT —
If your notes are automatically called, the term of the notes may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk. Even in cases where the notes are called before maturity, you are not entitled to any fees and commissions described
on the front cover of this pricing supplement.
• THE NOTES DO NOT PAY INTEREST.
• YOU WILL NOT HAVE ANY RIGHTS WITH RESPECT TO EITHER FUND OR THE COMMODITIES HELD BY EITHER FUND.
• LACK OF LIQUIDITY —
The notes will not be listed on any securities exchange. Accordingly, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which J.P. Morgan Securities LLC, which we refer to as JPMS, is willing to buy the notes.
You may not be able to sell your notes. The notes are not designed to be short-term trading instruments. Accordingly, you should
be able and willing to hold your notes to maturity.

PS-6 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
Risks Relating to Conflicts of Interest
• POTENTIAL CONFLICTS —
We and our affiliates play a variety of roles in connection with the notes. In performing these duties, our and JPMorgan Chase &
Co.’s economic interests are potentially adverse to your interests as an investor in the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to “Risk Factors — Risks Relating to Conflicts of Interest” in the accompanying product
supplement.
In addition, the benchmark price of each Fund’s Underlying Commodity (as defined under “The Funds” below) is administered by
the London Bullion Market Association (“LBMA”) or an independent service provider appointed by the LBMA, and we are, or one of
our affiliates is, a price participant that contributes to the determination of that price. Furthermore, our affiliate is the custodian of
each Fund. We and our affiliates will have no obligation to consider your interests as a holder of the notes in taking any actions in
connection with our roles as a price participant and a custodian that might affect the Funds or the notes.
Risks Relating to the Estimated Value and Secondary Market Prices of the Notes
• THE ESTIMATED VALUE OF THE NOTES IS LOWER THAN THE ORIGINAL ISSUE PRICE (PRICE TO PUBLIC) OF THE
NOTES —
The estimated value of the notes is only an estimate determined by reference to several factors. The original issue price of the
notes exceeds the estimated value of the notes because costs associated with structuring and hedging the notes are included in
the original issue price of the notes. These costs include the projected profits, if any, that our affiliates expect to realize for
assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations under the
notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES DOES NOT REPRESENT FUTURE VALUES OF THE NOTES AND MAY DIFFER
FROM OTHERS’ ESTIMATES —
See “The Estimated Value of the Notes” in this pricing supplement.
• THE ESTIMATED VALUE OF THE NOTES IS DERIVED BY REFERENCE TO AN INTERNAL FUNDING RATE —
The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied funding
rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference may
be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may
prove to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an
internal funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any
secondary market prices of the notes. See “The Estimated Value of the Notes” in this pricing supplement.
• THE VALUE OF THE NOTES AS PUBLISHED BY JPMS (AND WHICH MAY BE REFLECTED ON CUSTOMER ACCOUNT
STATEMENTS) MAY BE HIGHER THAN THE THEN-CURRENT ESTIMATED VALUE OF THE NOTES FOR A LIMITED TIME
PERIOD —
We generally expect that some of the costs included in the original issue price of the notes will be partially paid back to you in
connection with any repurchases of your notes by JPMS in an amount that will decline to zero over an initial predetermined period.
See “Secondary Market Prices of the Notes” in this pricing supplement for additional information relating to this initial period.
Accordingly, the estimated value of your notes during this initial period may be lower than the value of the notes as published by
JPMS (and which may be shown on your customer account statements).
• SECONDARY MARKET PRICES OF THE NOTES WILL LIKELY BE LOWER THAN THE ORIGINAL ISSUE PRICE OF THE
NOTES —
Any secondary market prices of the notes will likely be lower than the original issue price of the notes because, among other
things, secondary market prices take into account our internal secondary market funding rates for structured debt issuances and,
also, because secondary market prices may exclude projected hedging profits, if any, and estimated hedging costs that are
included in the original issue price of the notes. As a result, the price, if any, at which JPMS will be willing to buy the notes from
you in secondary market transactions, if at all, is likely to be lower than the original issue price. Any sale by you prior to the
Maturity Date could result in a substantial loss to you.

PS-7 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
• SECONDARY MARKET PRICES OF THE NOTES WILL BE IMPACTED BY MANY ECONOMIC AND MARKET FACTORS —
The secondary market price of the notes during their term will be impacted by a number of economic and market factors, which
may either offset or magnify each other, aside from the projected hedging profits, if any, estimated hedging costs and the prices of
one share of the Funds. Additionally, independent pricing vendors and/or third party broker-dealers may publish a price for the
notes, which may also be reflected on customer account statements. This price may be different (higher or lower) than the price of
the notes, if any, at which JPMS may be willing to purchase your notes in the secondary market. See “Risk Factors — Risks
Relating to the Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be
impacted by many economic and market factors” in the accompanying product supplement.
Risks Relating to the Funds
• THE FUNDS ARE NOT INVESTMENT COMPANIES OR COMMODITY POOLS AND WILL NOT BE SUBJECT TO
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR THE COMMODITY EXCHANGE ACT
—
Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies
or commodity pools.
• THE PERFORMANCE AND MARKET VALUE OF EACH FUND, PARTICULARLY DURING PERIODS OF MARKET
VOLATILITY, MAY NOT CORRELATE WITH THE PERFORMANCE OF THAT FUND’S UNDERLYING COMMODITY AS WELL
AS THE NET ASSET VALUE PER SHARE —
Each Fund does not fully replicate the performance of its Underlying Commodity due to the fees and expenses charged by the
Funds or by restrictions on access to the relevant Underlying Commodity due to other circumstances. Each Fund does not
generate any income, and as each Fund regularly sells its Underlying Commodity to pay for ongoing expenses, the amount of its
Underlying Commodity represented by each share gradually declines over time. Each Fund sells its Underlying Commodity to pay
expenses on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the
price of its Underlying Commodity. The sale by a Fund of its Underlying Commodity to pay expenses at a time of low prices for its
Underlying Commodity could adversely affect the value of the notes. Additionally, there is a risk that part or all of a Fund’s holdings
in its Underlying Commodity could be lost, damaged or stolen. Access to that Fund’s Underlying Commodity could also be
restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to
a lack of correlation between the performance of each Fund and its Underlying Commodity. In addition, because the shares of
each Fund are traded on a securities exchange and are subject to market supply and investor demand, the market value of one
share of each Fund may differ from the net asset value per share of that Fund.
During periods of market volatility, a Fund’s Underlying Commodity may be unavailable in the secondary market, market
participants may be unable to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be
adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of
a Fund. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to
buy and sell shares of a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary
substantially from the net asset value per share of that Fund. For all of the foregoing reasons, the performance of each Fund may
not correlate with the performance of its Underlying Commodity as well as the net asset value per share of that Fund, which could
materially and adversely affect the value of the notes in the secondary market and/or reduce any payment on the notes.
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH GOLD WITH RESPECT TO THE SPDR® GOLD TRUST —
The investment objective of the SPDR® Gold Trust is to reflect the performance of the price of gold bullion, less the expenses of
the SPDR® Gold Trust’s operations. The price of gold is primarily affected by the global demand for and supply of gold. The
market for gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected
by numerous factors, including macroeconomic factors, such as the structure of and confidence in the global monetary system,
expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which
the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry
demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental
agencies and multilateral institutions that hold gold. Additionally, gold prices may be affected by levels of gold production,
production costs and short-term changes in supply and demand due to trading activities in the gold market. From time to time,
above-ground inventories of gold may also influence the market. It is not possible to predict the aggregate effect of all or any
combination of these factors. The price of gold has recently been, and may continue to be, extremely volatile.

PS-8 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
• THE NOTES ARE SUBJECT TO RISKS ASSOCIATED WITH SILVER WITH RESPECT TO THE iSHARES® SILVER TRUST —
The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses
and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely
and may be affected by numerous factors. These include general economic trends, increases in silver hedging activity by silver
producers, significant changes in attitude by speculators and investors in silver, technical developments, substitution issues and
regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the
relative strength of the U.S. dollar (the currency in which the price of silver is generally quoted) and other currencies, interest rates,
central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions
in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but
not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of
a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private
financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to
very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also
influence the market. The major end uses for silver include industrial applications, jewelry and silverware. It is not possible to
predict the aggregate effect of all or any combination of these factors.
• THERE ARE RISKS RELATING TO COMMODITIES TRADING ON THE LBMA —
The investment objective of the SPDR® Gold Trust is to reflect the performance of the price of gold bullion, less the expenses of
SPDR® Gold Trust’s operations, and the iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less
the iShares® Silver Trust’s expenses and liabilities. The prices of gold and silver are determined by the LBMA or an independent
service provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all
market-making members of the LBMA are supervised by the Bank of England and are required to satisfy a capital adequacy test,
the LBMA itself is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a
value added tax or other tax or any other form of regulation currently not in place, the role of the LBMA gold and silver prices as a
global benchmark for the values of gold and silver may be adversely affected. The LBMA is a principals’ market, which operates in
a manner more closely analogous to an over-the-counter physical commodity market than regulated futures markets, and certain
features of U.S. futures contracts are not present in the context of LBMA trading. For example, there are no daily price limits on
the LBMA which would otherwise restrict fluctuations in the prices of LBMA contracts. In a declining market, it is possible that
prices would continue to decline without limitation within a trading day or over a period of trading days. The LBMA may alter,
discontinue or suspend calculation or dissemination of the LBMA gold and silver prices, which could adversely affect the value of
the notes. The LBMA, or an independent service provider appointed by the LBMA, will have no obligation to consider your
interests in calculating or revising the LBMA gold and silver prices.
• SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF
COMMODITIES GENERALLY —
Each Fund is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity index. Each
Fund’s Underlying Commodity may not correlate to the price of commodities generally and may diverge significantly from the prices
of commodities generally. As a result, the notes carry greater risk and may be more volatile than notes linked to the prices of more
commodities or a broad-based commodity index.
• THE ANTI-DILUTION PROTECTION FOR THE FUNDS IS LIMITED —
The calculation agent will make adjustments to the Share Adjustment Factor for each Fund for certain events affecting the shares
of that Fund. However, the calculation agent will not make an adjustment in response to all events that could affect the shares of
the Funds. If an event occurs that does not require the calculation agent to make an adjustment, the value of the notes may be
materially and adversely affected.

PS-9 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
The Funds
The SPDR® Gold Trust is an investment trust sponsored by World Gold Trust Services, LLC. The investment objective of the SPDR®
Gold Trust is for its shares to reflect the performance of the price of gold bullion, less the expenses of the SPDR® Gold Trust’s
operations. The SPDR® Gold Trust holds gold bars. We refer to gold as the Underlying Commodity with respect to the SPDR® Gold
Trust. For additional information about the SPDR® Gold Trust, see “Fund Descriptions — The SPDR® Gold Trust” in the accompanying
underlying supplement.
The iShares® Silver Trust is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC. The iShares® Silver Trust seeks
to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses and liabilities. The assets of the
iShares® Silver Trust consists primarily of silver held by a custodian on behalf of the iShares® Silver Trust. We refer to silver as the
Underlying Commodity with respect to the iShares® Silver Trust. For additional information about the iShares® Silver Trust, see “Fund
Descriptions — The iShares® Silver Trust” in the accompanying underlying supplement.
Historical Information
The following graphs set forth the historical performance of each Fund based on the weekly historical closing prices of one share of
each Fund from January 8, 2021 through February 27, 2026. The closing price of one share of the SPDR® Gold Trust on February 27,
2026 was $483.75. The closing price of one share of the iShares® Silver Trust on February 27, 2026 was $84.99. We obtained the
closing prices above and below from the Bloomberg Professional® service (“Bloomberg”), without independent verification. The closing
prices above and below may have been adjusted by Bloomberg for actions taken by the Funds, such as stock splits.
The historical closing prices of one share of each Fund should not be taken as an indication of future performance, and no assurance
can be given as to the closing price of one share of either Fund on the Review Date or the Observation Date. There can be no
assurance that the performance of the Funds will result in the return of any of your principal amount in excess of $150.00 per $1,000
principal amount note, subject to the credit risks of JPMorgan Financial and JPMorgan Chase & Co.

PS-10 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
Tax Treatment
You should review carefully the section entitled “Material U.S. Federal Income Tax Consequences” in the accompanying product
supplement no. 4-I. The following discussion, when read in combination with that section, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of notes.
Based on current market conditions, in the opinion of our special tax counsel it is reasonable to treat the notes as “open transactions”
that are not debt instruments for U.S. federal income tax purposes, as more fully described in “Material U.S. Federal Income Tax
Consequences — Tax Consequences to U.S. Holders — Notes Treated as Open Transactions That Are Not Debt Instruments” in the
accompanying product supplement. Assuming this treatment is respected, subject to the possible application of the “constructive
ownership” rules, the gain or loss on your notes should be treated as long-term capital gain or loss if you hold your notes for more than
a year, whether or not you are an initial purchaser of notes at the issue price. The notes could be treated as “constructive ownership
transactions” within the meaning of Section 1260 of the Code, in which case any gain recognized in respect of the notes that would
otherwise be long-term capital gain and that was in excess of the “net underlying long-term capital gain” (as defined in Section 1260)
would be treated as ordinary income, and a notional interest charge would apply as if that income had accrued for tax purposes at a
constant yield over your holding period for the notes. In addition, long-term capital gain that you would otherwise recognize in respect
of your notes up to the amount of the “net underlying long-term capital gain” could, if you are an individual or other non-corporate
investor, be subject to tax at the higher rates applicable to “collectibles” instead of the general rates that apply to long-term capital gain.
Our special tax counsel has not expressed an opinion with respect to whether the constructive ownership rules apply to the notes.
Accordingly, U.S. Holders should consult their tax advisers regarding the potential application of the constructive ownership rules.
The IRS or a court may not respect the treatment of the notes described above, in which case the timing and character of any income
or loss on your notes could be materially and adversely affected. In addition, in 2007 Treasury and the IRS released a notice
requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the constructive ownership regime described above. While the notice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the notes, including the
potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice.
The Estimated Value of the Notes
The estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using the internal funding

PS-11 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
rate described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The estimated value of the
notes does not represent a minimum price at which JPMS would be willing to buy your notes in any secondary market (if any exists) at
any time. The internal funding rate used in the determination of the estimated value of the notes may differ from the market-implied
funding rate for vanilla fixed income instruments of a similar maturity issued by JPMorgan Chase & Co. or its affiliates. Any difference
may be based on, among other things, our and our affiliates’ view of the funding value of the notes as well as the higher issuance,
operational and ongoing liability management costs of the notes in comparison to those costs for the conventional fixed income
instruments of JPMorgan Chase & Co. This internal funding rate is based on certain market inputs and assumptions, which may prove
to be incorrect, and is intended to approximate the prevailing market replacement funding rate for the notes. The use of an internal
funding rate and any potential changes to that rate may have an adverse effect on the terms of the notes and any secondary market
prices of the notes. For additional information, see “Selected Risk Considerations — Risks Relating to the Estimated Value and
Secondary Market Prices of the Notes — The Estimated Value of the Notes Is Derived by Reference to an Internal Funding Rate” in this
pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the notes is derived from internal pricing models of our
affiliates. These models are dependent on inputs such as the traded market prices of comparable derivative instruments and on
various other inputs, some of which are market-observable, and which can include volatility, interest rates and other factors, as well as
assumptions about future market events and/or environments. Accordingly, the estimated value of the notes is determined when the
terms of the notes are set based on market conditions and other relevant factors and assumptions existing at that time.
The estimated value of the notes does not represent future values of the notes and may differ from others’ estimates. Different pricing
models and assumptions could provide valuations for the notes that are greater than or less than the estimated value of the notes. In
addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the value of the notes could change significantly based on, among other things, changes in market conditions, our or
JPMorgan Chase & Co.’s creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at
which JPMS would be willing to buy notes from you in secondary market transactions.
The estimated value of the notes is lower than the original issue price of the notes because costs associated with structuring and
hedging the notes are included in the original issue price of the notes. These costs include the projected profits, if any, that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our
obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control,
this hedging may result in a profit that is more or less than expected, or it may result in a loss. A portion of the profits, if any, realized in
hedging our obligations under the notes may be allowed to other affiliated or unaffiliated dealers, and we or one or more of our affiliates
will retain any remaining hedging profits. See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary
Market Prices of the Notes — The Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes” in
this pricing supplement.
Secondary Market Prices of the Notes
For information about factors that will impact any secondary market prices of the notes, see “Risk Factors — Risks Relating to the
Estimated Value and Secondary Market Prices of the Notes — Secondary market prices of the notes will be impacted by many
economic and market factors” in the accompanying product supplement. In addition, we generally expect that some of the costs
included in the original issue price of the notes will be partially paid back to you in connection with any repurchases of your notes by
JPMS in an amount that will decline to zero over an initial predetermined period. These costs can include projected hedging profits, if
any, and, in some circumstances, estimated hedging costs and our internal secondary market funding rates for structured debt
issuances. This initial predetermined time period is intended to be the shorter of six months and one-half of the stated term of the
notes. The length of any such initial period reflects the structure of the notes, whether our affiliates expect to earn a profit in connection
with our hedging activities, the estimated costs of hedging the notes and when these costs are incurred, as determined by our affiliates.
See “Selected Risk Considerations — Risks Relating to the Estimated Value and Secondary Market Prices of the Notes — The Value
of the Notes as Published by JPMS (and Which May Be Reflected on Customer Account Statements) May Be Higher Than the Then-
Current Estimated Value of the Notes for a Limited Time Period” in this pricing supplement.
Supplemental Use of Proceeds
The notes are offered to meet investor demand for products that reflect the risk-return profile and market exposure provided by the
notes. See “Hypothetical Payout Profile” and “How the Notes Work” in this pricing supplement for an illustration of the risk-return profile
of the notes and “The Funds” in this pricing supplement for a description of the market exposure provided by the notes.

PS-12 | Structured Investments
Auto Callable Dual Directional Buffered Equity Notes Linked to the Lesser
Performing of the SPDR® Gold Trust and the iShares® Silver Trust
The original issue price of the notes is equal to the estimated value of the notes plus (minus) the projected profits (losses) that our
affiliates expect to realize for assuming risks inherent in hedging our obligations under the notes, plus the estimated cost of hedging our
obligations under the notes.
Validity of the Notes and the Guarantee
In the opinion of Davis Polk & Wardwell LLP, as special products counsel to JPMorgan Financial and JPMorgan Chase & Co., when the
notes offered by this pricing supplement have been issued by JPMorgan Financial pursuant to the indenture, the trustee and/or paying
agent has made, in accordance with the instructions from JPMorgan Financial, the appropriate entries or notations in its records relating
to the master global note that represents such notes (the “master note”), and such notes have been delivered against payment as
contemplated herein, such notes will be valid and binding obligations of JPMorgan Financial and the related guarantee will constitute a
valid and binding obligation of JPMorgan Chase & Co., enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel
expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the
conclusions expressed above or (ii) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law by limiting the amount of JPMorgan Chase & Co.’s obligation under the related guarantee.
This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the
trustee’s authorization, execution and delivery of the indenture and its authentication of the master note and the validity, binding nature
and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated February 24, 2023, which
was filed as an exhibit to the Registration Statement on Form S-3 by JPMorgan Financial and JPMorgan Chase & Co. on February 24,
2023.
Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series A medium-term notes of which these notes are a part, the accompanying prospectus
addendum and the more detailed information contained in the accompanying product supplement and the accompanying underlying
supplement. This pricing supplement, together with the documents listed below, contains the terms of the notes and supersedes all
other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of
ours. You should carefully consider, among other things, the matters set forth in the “Risk Factors” sections of the accompanying
prospectus supplement and the accompanying product supplement and in Annex A to the accompanying prospectus addendum, as the
notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and
other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
• Product supplement no. 4-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029539/ea152803_424b2.pdf
• Underlying supplement no. 1-I dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000121390023029543/ea151873_424b2.pdf
• Prospectus supplement and prospectus, each dated April 13, 2023:
http://www.sec.gov/Archives/edgar/data/19617/000095010323005751/crt_dp192097-424b2.pdf
• Prospectus addendum dated June 3, 2024:
http://www.sec.gov/Archives/edgar/data/1665650/000095010324007599/dp211753_424b3.htm
Our Central Index Key, or CIK, on the SEC website is 1665650, and JPMorgan Chase & Co.’s CIK is 19617. As used in this pricing
supplement, “we,” “us” and “our” refer to JPMorgan Financial.